IntercontinentalExchange (ICE)

The Compensation Committee is comprised solely of directors who meet NYSE independence requirements, meet the requirements for a Nonemployee
Director under the Exchange Act, and meet the requirements for an outside director under Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code). The Compensation Committee:



reviews and approves corporate goals and objectives relevant to the compensation of our executive officers, including our Chief Executive Officer;



evaluates our Chief Executive Officers performance and sets his compensation based on this evaluation;



approves, in consultation with our Chief Executive Officer, the compensation of our officers who are appointed by our Board of Directors;



reviews and approves option grants, bonus payments and stock awards;



exercises general oversight over our benefit plans and evaluates any proposed new retirement or executive benefit plans; and



reviews and approves any severance or similar termination payments proposed to any current or former executive officers.

The Compensation Committee is governed by a written Compensation Committee Charter approved by our Board of Directors. We amended our Compensation
Committee Charter in May 2008. The charter is available on our website at www.theice.com. We will also provide a printed copy of the charter to stockholders upon request.

The members of the Compensation Committee are Messrs. Tese (Chairperson), Crisp and Reid.

The Compensation Committee is comprised solely of directors who
meet NYSE independence requirements, meet the requirements for a
Nonemployee Director under the Exchange Act, and
meet the requirements for an outside director under
Section 162(m) of the Internal Revenue Code of 1986, as
amended (the Code). The Compensation Committee:



reviews and approves corporate goals and objectives relevant to
the compensation of our executive officers, including our Chief
Executive Officer;



evaluates our Chief Executive Officers performance and
sets his compensation based on this evaluation;



approves, in consultation with our Chief Executive Officer, the
compensation of our officers who are appointed by our Board of
Directors;



reviews and approves option grants and stock awards;



exercises general oversight over our benefit plans and evaluates
any proposed new retirement or executive benefit plans; and



reviews and approves any severance or similar termination
payments proposed to any current or former executive officers.

The Compensation Committee is governed by the Compensation
Committee Charter approved by the Board of Directors. The
charter is available on our website at
www.theice.com. We will also provide a printed
copy of the charter to stockholders upon request.

The members of the Compensation Committee are Messrs. Tese
(Chairperson), Crisp and Reid.

The Compensation Committee is comprised solely of directors who
meet NYSE independence requirements, meet the requirements for a
Nonemployee Director under the Exchange Act, and
meet the requirements for an outside director under
Section 162(m) of the Internal Revenue Code of 1986, as
amended (the Code). The Compensation Committee:



reviews and approves corporate goals and objectives relevant to
the compensation of our executive officers, including the Chief
Executive Officer;



evaluates the Chief Executive Officers performance and
sets the Chief Executive Officers compensation based on
this evaluation;

10



approves, in consultation with our Chief Executive Officer, the
compensation of our officers who are elected by our Board of
Directors;



reviews and approves option grants and stock awards;



exercises general oversight over our benefit plans and evaluates
any proposed new retirement or executive benefit plans; and



reviews and approves any severance or similar termination
payments proposed to any current or former executive officers.

The Compensation Committee is governed by the Compensation
Committee Charter approved by the Board of Directors. The
charter is available on our website at
www.theice.com. We will also provide a copy of the
charter to stockholders upon request.

The members of the Compensation Committee currently are
Ms. Sprieser (Chairperson) and Messrs. Forneri and
Tese. The composition of our committees is currently being
reviewed and we anticipate that the composition of our
Compensation Committee may change at the time of the Annual
Meeting.